Section 10A-5A-7.02

Effect of dissolution.

Notwithstanding Section 10A-1-9.12:

(a) A dissolved limited liability company continues its existence as a limited liability company but may not carry on any activities and affairs except as is appropriate to wind up and liquidate its activities and affairs, including:

(1) collecting its assets;

(2) disposing of its properties that will not be distributed in kind to persons owning transferable interests;

(3) discharging or making provisions for discharging its liabilities;

(4) distributing its remaining property in accordance with Section 10A-5A-7.06; and

(5) doing every other act necessary to wind up and liquidate its activities and affairs.

(b) In winding up its activities and affairs, a limited liability company may:

(1) deliver for filing a statement of dissolution to the filing officer provided for in subsection (e) setting forth:

(A) The name of the limited liability company.

(B) The date of filing its certificate of formation, and all amendments and restatements thereof, and the office or offices where filed.

(C) That the limited liability company has dissolved.

(D) Any other information the limited liability company deems appropriate.

(2) preserve the limited liability company's activities and affairs and property as a going concern for a reasonable time;

(3) prosecute, defend, or settle actions or proceedings whether civil, criminal, or administrative;

(4) transfer the limited liability company's assets;

(5) resolve disputes by mediation or arbitration; and

(6) merge or convert in accordance with Article 10.

(c) The dissolution of a limited liability company does not:

(1) transfer title to the limited liability company's property;

(2) prevent the commencement of a proceeding by or against the limited liability company in its limited liability company name;

(3) terminate, abate, or suspend a proceeding pending by or against the limited liability company on the effective date of dissolution;

(4) terminate the authority of its registered agent; or

(5) abate, suspend, or otherwise alter the application of Section 10A-5A-3.01.

(d) A statement of dissolution shall be deemed to be a filing instrument under Chapter 1.

(e) If a limited liability company is not an organization described in Section 10A-1-4.02(c)(4), then that limited liability company shall deliver the statement of dissolution for filing to the judge of probate in whose office the original certificate of formation is filed. If a limited liability company is an organization described in Section 10A-1-4.02(c)(4), then that limited liability company shall deliver the statement of dissolution for filing to the Secretary of State.

(Act 2014-144, p. 265, §1; Act 2016-379, §4.)